AMBERTECH LIMITED — Board/Management Information 2016

Dec 8, 2016

==> picture [408 x 72] intentionally omitted <==

Ambertech Limited (ACN 079 080 158) Notice of Extraordinary General Meeting (EGM)(Spill Meeting) Notice is hereby given that an EGM of Ambertech Limited (“the Company”) will be held at Unit 1, 2 Daydream Street, Warriewood on Thursday 12 January 2017 at 10:00am.

Agenda

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION. YOU SHOULD READ THIS DOCUMENT IN ITS ENTIRETY. YOU ARE URGED TO CONSIDER THESE ISSUES CAREFULLY AND EXERCISE YOUR RIGHT TO VOTE.

Business of the EGM

1. Election of Directors

Resolution 1: Re‐election of Mr Peter Wallace as a Director

To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Peter Wallace, being a Director of the Company who will cease to hold office immediately before the end of this extraordinary general meeting in accordance with section 250V(b) of the Corporations Act and, being eligible, is re‐elected as a Director of the Company.”

Resolution 2: Re‐election of Mr Tom Amos as a Director

To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Tom Amos, being a Director of the Company who will cease to hold office immediately before the end of this extraordinary general meeting in accordance with section 250V(b) of the Corporations Act and, being eligible, is re‐elected as a Director of the Company.”

Resolution 3: Re‐election of Mr Ed Goodwin as a Director

To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Ed Goodwin, being a Director of the Company who will cease to hold office immediately before the end of this extraordinary general meeting in accordance with section 250V(b) of the Corporations Act and, being eligible, is re‐elected as a Director of the Company.”

Resolution 4: Re‐election of Mr David Swift as a Director

To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr David Swift, being a Director of the Company who will cease to hold office immediately before the end of this extraordinary general meeting in accordance with section 250V(b) of the Corporations Act and, being eligible, is re‐elected as a Director of the Company.”

By order of the Board

==> picture [103 x 40] intentionally omitted <==

Robert Glasson Company Secretary 8 December 2016

Ambertech Limited ACN 079 080 158 Unit 1, 2 Daydream Street, Warriewood NSW 2102 Tel: 02 9998 7600 Fax: 02 9999 0770 Web: www.ambertech.com.au

==> picture [408 x 72] intentionally omitted <==

Explanatory Memorandum

The Directors of the Company recommend shareholders read this explanatory memorandum in full before making any decision in relation to the resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice.

Background to the Spill Meeting

At the 2016 Annual General Meeting (AGM) more than 25% of votes cast were against the adoption of the Remuneration Report for the 2016 financial year (a second strike). As a result, shareholders were required to vote on a resolution (spill resolution) on whether an extraordinary general meeting of the Company should be held (spill meeting) at which all of the Company’s Directors (other than the Managing Director (who may continue to hold office without re‐election under the ASX Listing Rules) must stand for re‐election, should they wish to continue as Directors. These requirements are as prescribed in section 250V of the Corporations Act.

The spill resolution (which is an ordinary resolution) was passed at the 2016 AGM. As such section 250V of the Corporations Act requires the Company to hold a spill meeting within 90 days after the spill resolution was passed. This is intended to serve as notice for that meeting.

Resolutions

Resolutions to be put to the meeting are as follows:

Resolution 1 – Re‐election of Mr Peter Wallace as a Director of the Company

Mr Wallace being a Director of the Company who will cease to hold office immediately before the end of the spill meeting and, being eligible, offers himself for re‐election as a Director of the Company.

Resolution 2 – Re‐election of Mr Tom Amos as a Director of the Company

Mr Amos being a Director of the Company who will cease to hold office immediately before the end of the spill meeting and, being eligible, offers himself for re‐election as a Director of the Company.

Resolution 3 – Re‐election of Mr Ed Goodwin as a Director of the Company

Mr Goodwin being a Director of the Company who will cease to hold office immediately before the end of the spill meeting and, being eligible, offers himself for re‐election as a Director of the Company.

Resolution 4 – Re‐election of Mr David Swift as a Director of the Company

Mr Swift being a Director of the Company who will cease to hold office immediately before the end of the spill meeting and, being eligible, offers himself for re‐election as a Director of the Company.

Each of the above resolutions are ordinary resolutions, and will be passed if 50% of the votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) are cast in favour of each Resolution.

Directors’ Recommendation

The Directors note that the Government’s stated intention of the “two strikes rule” was to empower shareholders to constrain remuneration arrangements that were clearly excessive. The Directors do not consider this to be the case for the Company. As described in the Remuneration Report for the 2016 financial year, members of the Company’s executive team have received minimal increases to their fixed remuneration over the past three years, whilst short and long term incentive payments have not fully met their trigger points and as such, limited incentive payments have been made.

The non‐executive directors’ remuneration has not changed since 1 January 2010.

Accordingly:

• (a) the Directors (with Mr P Wallace abstaining) recommend that shareholders vote in favour of Resolution 1.

• (b) the Directors (with Mr T Amos abstaining) recommend that shareholders vote in favour of Resolution 2.

• (c) the Directors (with Mr E Goodwin abstaining) recommend that shareholders vote in favour of Resolution 3.

• (d) the Directors (with Mr D Swift abstaining) recommend that shareholders vote in favour of Resolution 4.

The Chairman of the meeting intends to vote all undirected proxies in favour of Resolutions 1, 2, 3 and 4.

Ambertech Limited ACN 079 080 158 Unit 1, 2 Daydream Street, Warriewood NSW 2102 Tel: 02 9998 7600 Fax: 02 9999 0770 Web: www.ambertech.com.au

==> picture [86 x 62] intentionally omitted <==

ABN 17 079 080 158

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

• BY MAIL

• Ambertech Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

• ALL ENQUIRIES TO Telephone: +61 1300 554 474

PROXY FORM I/We being a member(s) of Ambertech Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 10:00am on Thursday, 12 January 2017 at Unit 1, 2 Daydream Street, Warriewood, NSW 2102 (the Meeting ) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain *

• 1 Re-election of Mr Peter Wallace as a Director

• 2 Re-election of Mr Peter Amos as a Director

• 3 Re-election of Mr Ed Goodwin as a Director

• 4 Re-election of Mr David Swift as a Director

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

For

AMO PRX1701A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Tuesday, 10 January 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

==> picture [63 x 63] intentionally omitted <==

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

your proxy by scanning the QR code You may direct your proxy how to vote by placing a mark in one of the adjacent or enter the voting link boxes opposite each item of business. All your shares will be voted in www.linkmarketservices.com.au accordance with such a direction unless you indicate only a portion of your mobile device. Log in using the voting rights are to be voted on any item by inserting the percentage or Holder Identifier and postcode for your number of shares you wish to vote in the appropriate box or boxes. If you shareholding. do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF A SECOND PROXY BY MAIL  You are entitled to appoint up to two persons as proxies to attend the Ambertech Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an C/- Link Market Services Limited additional Proxy Form may be obtained by telephoning the Company’s Locked Bag A14 share registry or you may copy this form and return them both together. Sydney South NSW 1235 To appoint a second proxy you must: Australia (a) on each of the first Proxy Form and the second Proxy Form state the BY FAX percentage of your voting rights or number of shares applicable to that  form. If the appointments do not specify the percentage or number of +61 2 9287 0309 votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and  BY HAND (b) return both forms together. 1A Homebush Bay Drive SIGNING INSTRUCTIONS Rhodes NSW 2138 You must sign this form as follows in the spaces provided: or Individual: where the holding is in one name, the holder must sign. Level 12 Joint Holding: where the holding is in more than one name, either 680 George Street shareholder may sign. Sydney NSW 2000 Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

• During business hours (Monday to Friday, 9:00am–5:00pm)

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.